UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from to to .
Commission File Number: 333-88157
CONSOLIDATED CONTAINER COMPANY LLC
(Exact name of registrant as specified in its charter)
| Delaware | 75-2825338 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3101 Towercreek Parkway, Suite 300,
Atlanta Georgia 30339
(Address of principal executive offices) (Zip Code)
(678) 742-4600
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Acts). Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
None of the registrants member units were held by nonaffiliates as of March 9, 2005.
The number of member units outstanding as of March 9, 2005 is 1,000.
| Page No. | ||||
| Business | 3 | |||
| Properties | 9 | |||
| Legal Proceedings | 12 | |||
| Submission of Matters to a Vote of Security Holders | 12 | |||
| Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 13 | |||
| Selected Historical Financial Data of Consolidated Container Company LLC | 13 | |||
| Managements Discussion and Analysis of Financial Condition and Results of Operations of Consolidated Container Company LLC | 15 | |||
| Quantitative and Qualitative Disclosures about Market Risk | 27 | |||
| Financial Statements and Supplementary Data | 27 | |||
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 | |||
| Controls and Procedures | 27 | |||
| Management Committee and Executive Officers of the Registrant | 28 | |||
| Executive Compensation | 32 | |||
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 39 | |||
| Certain Relationships and Related Transactions | 42 | |||
| Principal Accountant Fees and Services | 47 | |||
| PART IV |
||||
| Exhibits and Financial Statement Schedules | 48 | |||
| Index to Exhibits | 49 | |||
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| ITEM 1: | BUSINESS |
Background
On July 2, 1999, substantially all of the United States plastic packaging assets held by Franklin Plastics Inc. and Plastic Containers Inc., both subsidiaries of Suiza Foods Corporation, now known as Dean Foods Company (Dean Foods), and the plastic packaging assets of Reid Plastics Inc., were contributed and merged into Consolidated Container Company LLC (the Company), a Delaware limited liability company. In connection with these and related transactions, which are referred to herein as the Transactions, Consolidated Container Company LLC and our wholly owned subsidiary, Consolidated Container Capital Inc., issued 10 1/8% senior subordinated notes due 2009 in an aggregate principal amount of $185.0 million.
On May 20, 2004, the Company entered into a new senior credit facility that included a $220.0 million term loan and a $45.0 million revolving credit facility. On the same date, the Company issued $207.0 million aggregate principal amount due at maturity of 10 ¾% senior secured discount notes which generated proceeds of approximately $150.1 million. Additionally, the Companys parent, Consolidated Container Holdings LLC (Holdings), made a $45.0 million capital contribution from the proceeds of its sale of Series B Convertible Preferred Units. The proceeds from the new term loan, the senior secured discount notes and the capital contribution (collectively, the Refinancing Transactions) were used to permanently repay outstanding borrowings, accrued interest, deferred interest and deferred fees under the Companys then existing senior credit facility and fees related to the Refinancing Transactions.
The Company is wholly owned by Holdings, a Delaware limited liability company. Consolidated Container Company LP, a subsidiary of the Company, serves as the operating company for all domestic operations.
Overview
We are a leading North American developer, manufacturer and marketer of rigid plastic containers for many of the largest branded consumer products and beverage companies in the world. In 2004, we sold containers to the dairy, water, juice & other beverage, household chemicals & personal care, agricultural & industrial, food and automotive sectors. Our container product line ranges in size from two-ounce to six-gallon containers and consists of single and multi-layer containers made from a variety of plastic resins, including high-density polyethylene (HDPE), polycarbonate (PC), polypropylene (PP) and polyethylene terephthalate (PET).
We sell our containers to more than 2,000 customers located throughout North America. Our largest customers include many of the worlds leading branded consumer products and industrial companies. We service these customers through a sales organization consisting of approximately 50 people and are the primary supplier for many of our top customers. We have long-term customer relationships with many blue-chip companies including: Dean Foods, DS Waters of America, Kroger, Nestle Waters North America, National Dairy Holdings, Procter & Gamble, Coca-Cola North America, Pepsico, Scotts and Colgate-Palmolive.
We serve our customers with a wide range of manufacturing capabilities and services through a nationwide network of 56 strategically located manufacturing facilities, a debagging operation and a research, development and engineering center located in Atlanta, Georgia. In addition, we have three international manufacturing facilities in Canada and Mexico. Twenty of our manufacturing facilities are located on-site at customers plants. On-site facilities enable us to work more closely with our customers to facilitate just-in-time inventory management, eliminate costly shipping and handling charges, reduce working capital needs and foster the development of long-term manufacturing and distribution relationships. Our widely recognized research, development and engineering center is responsible for creating innovative product designs and process
3
improvements which are important in lowering the manufacturing costs of our containers. Additionally, our customers rely on our design and technical expertise because package design is a critical component in many of their marketing programs.
Our primary manufacturing technique consists of blowmolding. We are the fourth largest blowmolder in North America in terms of sales. Our blowmolding manufacturing platform covers a wide variety of plastic packaging applications and comprises three primary technologies: wheels, shuttles and reciprocating machines. Wheel technology is typically used in high volume applications and in instances where special features such as multiple layers, in-mold labeling or fluorination are required. Shuttles are primarily utilized as a lower capital, lower output alternative to wheels and are typically used in low to moderate volume applications. Reciprocating technology is typically used in simple, mono-layer applications that range from low to high volume. With this diverse technology platform, we are able to service our customers with a broad range of packaging applications in a cost-effective and a capital-efficient manner.
Products
Below are our seven principal product categories:
Dairy. We manufacture one gallon and one-half gallon HDPE bottles and similar products, which we sell primarily to dairies for resale through retail channels. We have worked with our customers to innovate several products in this sector, including single-serve HDPE and PET milk containers and sleeved milk bottles. Our dairy related products generated approximately 27.7% of net sales for the year ended December 31, 2004.
Water. We manufacture one and two-and-one-half gallon HDPE bottles and similar products, which we sell primarily to water fillers for resale through retail channels, and three, five and six gallon PC bottles for the bulk packaging of water for water coolers. Our water related products generated approximately 16.8% of net sales for the year ended December 31, 2004.
Juice & Other Beverage. We manufacture a wide variety of containers for juice and other beverage products using HDPE and PET, consisting of high value-added technically advanced containers for products such as fruit juices and fruit drinks. We manufacture a wide array of products in this sector, ranging from six to 128 ounce HDPE bottles for fruit drinks and multiple layer one-gallon HDPE and PP containers for fruit juice. These products generated approximately 13.3% of net sales for the year ended December 31, 2004.
Household Chemicals & Personal Care. Our containers for household chemical products, made mainly from HDPE and also from PET, are used for laundry detergents, hard surface cleaners, dishwashing liquids, bleaches and fabric softeners. Our containers for personal care products, made primarily from HDPE, are used for shampoos, conditioners, anti-bacterial wipes, and other personal care products. Our household chemicals and personal care related products generated approximately 15.0% of net sales for the year ended December 31, 2004.
Agricultural, Industrial & Other. We manufacture containers for use by industrial and agricultural manufacturers for products such as insect repellents, high strength cleaners packaged for commercial and industrial use and fertilizers. Our other products in this category include containers for medical and pharmaceutical supplies, shipping crates, water cooler valves and bottle caps. Our agricultural, industrial and other related products generated approximately 12.5% of net sales for the year ended December 31, 2004.
Food. We manufacture a wide range of containers using HDPE, PP and PET for a variety of food products, such as ketchup, maple syrup, edible oils and salsa. We manufacture many innovative products, such as squeezable ketchup bottles and retortable containers, which permit reheating after the filling process without distortion to the container and which are used for infant formula and other products. Our food related products generated approximately 8.8% of net sales for the year ended December 31, 2004.
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Automotive. We manufacture primarily one quart HDPE bottles for motor oil and one gallon HDPE containers for anti-freeze and windshield washer solvent. Our automotive related products generated approximately 5.9% of net sales for the year ended December 31, 2004.
Customers
Our customers include many of the major branded consumer products companies, bottled water companies, national juice producers, large food concerns, national and regional dairies, and chemical and automotive product manufacturers. Net container sales attributable to our largest customer in 2004, Dean Foods, amounted to approximately 13.6%, 12.0%, and 9.7% of the Companys net sales for the years ending December 31, 2004, 2003 and 2002, respectively. Net container sales to the second largest customer in 2004, The Procter & Gamble Company, amounted to approximately 11.7%, 15.5% and 16.9% of the Companys net sales for the years ended December 31, 2004, 2003 and 2002, respectively.
In many cases, we are the sole supplier of substantially all of our customers container requirements for specific products or particular container sizes. In addition, we often have more than one contract with a particular customer because we have individual contracts for specific products or container sizes or, in some circumstances, separate contracts with one or more operating divisions of a single customer.
Competition
We face substantial competition throughout our product lines from a number of well-established businesses operating nationally, as well as from firms operating regionally. Our primary national competitors include Constar International, Graham Packaging, Liquid Container, Plastipak Packaging, Ring Technologies and Silgan Holdings. Several of these competitors are larger and have greater financial and other resources than we do. In addition, we face substantial competition from a number of captive packaging operations with significant in-house bottling and blowmolding capacity, such as those of Nestle Waters North America, Kroger and Dean Foods.
We believe that our long-term success is largely dependent on our ability to continue to attract new customers, maintain strong relationships with current customers, develop product innovations, improve our products and production technology, offer our customers competitively priced products that meet their design and performance criteria, provide superior service to our customers, and reduce our cost structure.
Marketing
Substantially all of our sales are made through the direct efforts of our sales personnel. We conduct sales activities from our corporate headquarters in Atlanta, Georgia, and from various field sales offices located throughout the geographic territories in which we operate. In addition to our other sales and marketing efforts, we provide our customers with in-house support staff and 24-hour, seven days a week, year-round customer service.
Research, Development and Engineering
Research, development and engineering constitute an important part of our business. We undertake these efforts at our research, development and engineering center in Atlanta, Georgia. We believe that the work performed at the research, development and engineering center makes us a leader in the innovation and design of new products, product enhancements and manufacturing technologies and processes, and thereby allows us to forge closer relationships with our customers.
We spent approximately $5.2, $6.3, and $7.4 million on research, development and engineering for the years ended December 31, 2004, 2003 and 2002, respectively. We believe that continuing cost effective product and
5
manufacturing innovations are important to meeting customers needs and lowering unit cost, thus permitting us to remain competitive in the markets we serve.
Intellectual Property
We have developed and continue to develop a number of trademarks and patents for use in our business. In addition, we hold licenses for the use of several registered trademarks. Because our trademarks, brand names and patented packaging designs create goodwill and result in product differentiation, we believe that these assets are important to our business. However, we believe that our business is not dependent on any one of these patents or trademarks. In addition, we rely on proprietary know-how, continuing technological innovation and other trade secrets to develop products and maintain our competitive position. We attempt to protect our proprietary know-how and our other trade secrets by executing, when appropriate, confidentiality agreements with our customers and employees. Although we cannot be assured that our competitors will not discover comparable or identical knowledge and techniques through independent development or by other legal means, we believe that our business, as a whole, is not dependent on these matters.
Manufacturing and Distribution
Manufacturing. At December 31, 2004, we operated over 540 blowmolding production lines and six injection molding machines (which are used to produce closures, crates, overcaps, valves and preforms).
Blowmolding is the technique used to convert plastic into bottles and containers by either extrusion or stretch blowmolding, depending on the desired container attributes. In the extrusion blowmolding production process, resin pellets are blended with colorants or other necessary additives and fed into an extrusion machine, which uses heat and pressure to form the resin into a round hollow tube of molten plastic called a parison. Bottle molds are used to capture the parisons as they leave the extruders. Once inside the mold, air pressure is used to blow the parison into the bottle shape of the mold. Extrusion blowmolding can be used to process many different resin types. By contrast, stretch blowmolding is either a one-stage or a two-stage process by which a test-tube shaped pre-form is injection-molded and then heated, stretched and filled with compressed air to fill the mold and form the bottle. This process provides enhanced physical clarity and gas barrier properties and is generally used for PET bottles but can also be used for PP bottles. This technique can be adapted for either low volume production runs of specialty containers, such as wide-mouthed jars, or high volume runs of commodity containers.
We were among the first to develop and use wheel blowmolding manufacturing technology. Our wheels operate at high speeds and efficiently manufacture containers with one or more special features, such as multiple layers, in-mold labeling and fluorination. In most cases, we are actively involved with our customers in the design and manufacture of new packaging features using custom wheel molds.
Twenty of our manufacturing facilities are located on-site at customer plants. On-site plants enable us to work more closely with customers to facilitate just-in-time inventory management, generate significant savings opportunities through process re-engineering, eliminate costly packing, shipping and handling charges, reduce working capital, and foster the development of long-term customer relationships.
We believe that capital investment to maintain and upgrade property, plant and equipment is important to remain competitive. We spent an aggregate amount of approximately $33.5, $30.9, and $33.2 million, in 2004, 2003 and 2002, respectively, on capital expenditures. We estimate that the capital expenditures required to maintain our current facilities are approximately $10.0 to $12.0 million annually. Additional capital expenditures beyond this amount are required if we choose to expand capacity, implement significant cost saving programs, or spend additional capital at a customers request in order to grow the relationship.
6
Distribution. At our 36 stand-alone domestic plants, we ship our products by common carrier to our customers. In general, these plants are located within a 250 to 300 mile radius of the customers for which we manufacture containers. At our 20 on-site plants, our operations are usually integrated with the customers manufacturing operations so that we can make deliveries, as needed, directly to the customers conveyor lines. A number of the on-site locations sell products to outside customers as well.
Raw Materials
Our principal raw materials include HDPE, PC, PP and PET resins, although we use other materials in our manufacturing operations, such as ethyl vinyl alcohol, resin colorant, corrugated boxes, shipping materials, pallets, labels and inks. Generally, we obtain raw materials from several sources in order to ensure an economical, adequate and timely supply, and we are not dependent on any single supplier for any of these materials. Although we believe our access to raw materials is generally reliable, there can be no assurances that we will have an uninterrupted supply of raw materials at competitive prices. While our net sales are affected by fluctuations in resin prices, our gross profit over time is generally unaffected by these changes because industry practice and our contractual arrangements with certain of our customers permit or require us to pass through these cost changes. We may not, however, always be able to pass through these changes in raw material costs in a timely manner, or at all due to competitive pressures. Based on managements view of the relationship with our raw material suppliers, we believe that adequate quantities of key raw materials will be available to fulfill our needs.
Employees
At December 31, 2004, we employed approximately 3,500 people. Approximately 1,000 of these employees were hourly workers covered by collective bargaining agreements, which expire between April 30, 2005 and February 28, 2008. Given the seasonal peaks of some of our product lines (e.g. water and household chemicals), we expect to continue to employ additional full-time, temporary, and seasonal workers as needed to meet production demands. We have not had any material labor disputes in the past three years, and we consider our current relations with employees to be good.
Environmental, Health and Safety Matters
In the United States and in the other countries in which we operate, we are subject to national, state, provincial and/or local environmental, health and safety laws and regulations that impose limitations and prohibitions on the discharge and emission of, and establish standards for the use, storage, treatment, disposal, and management of, many kinds of substances, materials and waste, and impose liability for the costs of investigating and cleaning up, and damages resulting from, present and past spills, disposals, or other releases of solid and hazardous substances and materials. Environmental laws and regulations can be complex and change often and we cannot reliably predict the effect that future changes in environmental laws and regulations in the United States and in other countries in which we operate could have on us. Compliance with these laws and regulations can require significant capital and other expenditures, and violations may result in substantial damages, fines and penalties. In addition, environmental laws in the United States, such as the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and similar state statutes, impose liability for the investigation and cleanup of contaminated soil, groundwater, and buildings, and for damage to natural resources. For example, contamination at properties formerly owned or operated by us, as well as at properties we currently own or operate, and properties to which hazardous substances may have been sent by us, may result in liability for us under these environmental laws and regulations. As a manufacturer, we also have an inherent risk of liability under environmental laws and regulations regarding ongoing operations. Many of these manufacturing processes also require expenditures in order to comply with health and safety laws such as the Occupational Safety and Health Administration regulations with respect to potential employee exposure.
In addition, a number of governmental authorities in the United States and in other countries have considered or are expected to consider legislation aimed at reducing the amount of disposed plastic waste. These
7
programs have included, for example, mandating rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, and/or requiring retailers or manufacturers to take back packaging used for their products. This legislation, as well as voluntary initiatives similarly aimed at reducing the level of plastic waste, could reduce the demand for some plastic packaging, result in greater costs for plastic packaging manufacturers, or otherwise impact our business. Some consumer products companies (including some of our customers) have responded to these governmental initiatives and to perceived environmental concerns of consumers by, for example, using bottles made in whole or in part of recycled plastic.
On or before February 2, 2005, we received a Special Notice of Liability letter from the Federal Environmental Protection Agency (EPA) as one of over ninety potentially responsible parties (PRPs) under CERCLA at the Federal HIMCO Dump Superfund Site, Elkhart, Indiana (HIMCO Site). Previously, we received correspondence from counsel to one of the HIMCO Site PRPs, which included a copy of a General Notice of Liability from EPA addressed to his client, another business not affiliated with us. In the Special Notice of Liability letter, EPA invited the Company, along with the other PRPs, to organize into a group and present EPA with an offer stating that the PRPs will undertake remedial work and reimburse EPA for past costs spent at the HIMCO Site. The EPAs Special Notice of Liability letter is addressed to Consolidated Container Company (obo Continental Can). We, as the successor in interest to certain of Continental Cans assets and liabilities, are currently investigating this matter to determine whether or not we have any responsibility with respect to the HIMCO Site. Although we cannot estimate with certainty the ultimate legal and financial liability with respect to this site, based on our investigation to date, we believe that we are not responsible for this site.
On or about June 24, 2004, we received a document production subpoena initiated by the EPA, Criminal Investigation Division, regarding removal of about 300 linear feet of asbestos-containing materials (ACM) that occurred during a 2003 partial renovation of the Companys property at 6300 Strawberry Lane, Louisville, Kentucky. After reviewing our response, the EPA has informed us that it is declining to pursue the matter. Also, on or before February 17, 2005, we received a Notice of Violation from the Louisville-Jefferson County Air Pollution Control District (APCD) regarding the same removal activities, alleging a $68,400 civil penalty, and inviting the Company to enter into a settlement agreement. Previously, we were notified and responded to an information request from APCD. We are currently evaluating APCDs Notice of Violation and settlement offer.
On or before October 29, 2004, we received a Notification of RD/RA Consent Decree Negotiations letter from the EPA as one of over fifty PRPs under CERCLA at the Spectron Superfund Site, Elkton, Maryland (Spectron Site). The apparent purpose of the Notification letter, which made no specific demand on us, was to inform us that we may be eligible to enter into a future de minimis settlement agreement with EPA regarding the Spectron Site. The EPAs Notification letter is addressed to Continental Plastics c/o Consolidated Container Company. We, as the successor in interest to certain of Continental Plastic Containers assets and liabilities, are currently investigating this matter to determine whether or not we have any responsibility with respect to the Spectron Site. Although we cannot estimate with certainty the ultimate legal and financial liability with respect to this site, based on our investigation to date, we believe that we are not responsible for this site.
On or before December 15, 2004, we received a letter from a private attorney representing one or more of over forty PRPs under CERCLA at the Duane Marine Superfund Site, Perth Amboy, New Jersey (Duane Marine Site). The letter requested that the Company pay $1,246 to the Duane Marine Steering Committee to finance work that the PRP group will be performing at the Duane Marine Site. According to the letter, Continental Can is alleged to be responsible for 0.36% of the Duane Marine Site. We declined to pay the requested amount and, as the successor in interest to certain of Continental Cans assets and liabilities, are currently investigating this matter to determine whether or not we have any responsibility with respect to the Duane Marine Site. Although we cannot estimate with certainty the ultimate legal and financial liability with respect to this site, based on our investigation to date, we believe that we are not responsible for this site.
On or about August 1, 2004, we responded to correspondence from a private attorney representing one or more of over ninety PRPs under CERCLA at the Lammers Barrel Factory Superfund Site, Beaver Creek, Ohio
8
(Lammers Barrel Site). The letter invited us to join a PRP group that is addressing the Lammers Barrel Site. According to the letter, Continental Can is alleged to be responsible for some unspecified portion of the Lammers Barrel Site. We declined to join the PRP Group and, as the successor in interest to certain of Continental Cans assets and liabilities, are currently investigating this matter to determine whether or not we have any responsibility with respect to the Lammers Barrel Site. Although we cannot estimate with certainty the ultimate legal and financial liability with respect to this site, based on our investigation to date, we believe that we are not responsible for this site.
Although compliance with environmental laws and regulations requires ongoing expenditures and clean-up activities, our capital expenditures for property, plant and equipment for environmental control activities and other expenditures for compliance with environmental laws and regulations were not material in 2004 and are not expected to be material in 2005. Additionally, our capital expenditures related to safety were not material in 2004 and are not expected to be material in 2005. We believe that we are in material compliance with all applicable national, state, provincial and local environmental and safety laws and regulations. We are currently not engaged in any clean-up activities required by governmental regulatory authorities under environmental laws and regulations.
Geographic Areas
Our revenues are generated principally in the United States. Foreign net sales were approximately $24.5, $26.8, and $34.0 million, respectively in 2004, 2003 and 2002. Net sales are attributed to countries based on location of the customer. The companys long-lived assets located outside of the United States are not significant.
Recent Developments
On February 15, 2005, we announced the acquisition of STC Plastics, Inc. (STC), a blowmolder of polycarbonate and HDPE bottles in Chino, California. As consideration for all the issued and outstanding shares of STC, the stockholders of STC received: (1) a cash payment of $5.5 million at closing, (2) a promissory note in the approximate principal amount of $1.5 million payable on January 1, 2008 and (3) options to purchase, in the aggregate, 3.19 million units of Holdings. The option grants, which are exercisable upon certain liquidity events of Holdings, include a commitment by Holdings to repurchase the options for no less than $3.0 million, in the aggregate, upon the same liquidity events.
In 2005, we were notified by our second largest customer, The Procter & Gamble Company, that they do not intend to renew one of their contracts with us, which expires on December 31, 2005, regarding PET bottle production at our Kansas City, Kansas facility. The Company is currently in negotiations to finalize terms and timing of the transition of this business. In 2004, this business accounted for $41.8 million or 5.5% of our sales.
Online Publication Reports
As soon as reasonably practicable following their electronic filing with the Securities and Exchange Commission, our Annual Reports on Form 10-K, as well as all subsequent periodic reports on Forms 10-Q and 8-K, will be available free of charge on our website. Our internet address is www.cccllc.com.
| ITEM 2: | PROPERTIES |
We use various owned and leased properties located throughout the United States, Canada, and Mexico for our manufacturing plants, corporate headquarters, warehouses, technical center and sales offices. At December 31, 2004, we had 59 manufacturing plants, 12 of which we owned and 47 of which we leased.
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The table below lists the location of our active manufacturing and other facilities (by region in the United States and by country and, within region and country, in alphabetical order), along with related information, in each case as of December 31, 2004.
| Location of Facilities |
Size in Square Feet |
Owned or Leased |
Principal Use |
On-Site | |||||
| Northeast |
|||||||||
| New Britain, Connecticut |
5,500 | Leased | Manufacturing | ü | |||||
| Windsor, Connecticut |
58,000 | Leased | Manufacturing | ||||||
| Portland, Maine |
5,000 | Leased | Manufacturing | ü | |||||
| Franklin, Massachusetts |
55,000 | Leased | Manufacturing | ||||||
| Franklin, Massachusetts |
24,300 | Leased | Manufacturing | ü | |||||
| Marlborough, Massachusetts |
4,600 | Leased | Manufacturing | ü | |||||
| Hampstead, New Hampshire |
42,000 | Owned | Manufacturing | ||||||
| Elizabeth, New Jersey |
40,000 | Owned | Manufacturing | ||||||
| Monroe Township, New Jersey |
62,000 | Owned | Manufacturing | ||||||
| Batavia, New York |
21,700 | Leased | Manufacturing | ||||||
| Rochester, New York |
65,000 | Owned | Manufacturing | ||||||
| Allentown, Pennsylvania |
80,000 | Leased | Manufacturing | ||||||
| Berwick, Pennsylvania |
197,000 | Owned | Manufacturing | ||||||
| Breinigsville, Pennsylvania |
8,500 | Leased | Manufacturing | ü | |||||
| Lancaster, Pennsylvania |
18,100 | Leased | Manufacturing | ü | |||||
| Leetsdale, Pennsylvania |
42,000 | Leased | Manufacturing | ||||||
| New Castle, Pennsylvania |
92,000 | Owned | Manufacturing | ||||||
| Oil City, Pennsylvania |
96,000 | Owned | Manufacturing | ||||||
| Penn Township Kelton, Pennsylvania |
36,400 | Leased | Manufacturing | ||||||
| Verona, Pennsylvania |
90,200 | Leased | Manufacturing | ||||||
| York, Pennsylvania |
32,000 | Leased | Manufacturing | ||||||
| Mid-Atlantic |
|||||||||
| Baltimore, Maryland |
151,000 | Owned | Manufacturing | ||||||
| Southeast |
|||||||||
| Lakeland, Florida |
218,000 | Leased | Manufacturing | ||||||
| Tampa, Florida |
22,500 | Leased | Manufacturing | ||||||
| Winter Haven, Florida |
3,335 | Leased | Manufacturing | ü | |||||
| Zephyrhills, Florida |
7,400 | Leased | Manufacturing | ü | |||||
| Atlanta, Georgia |
85,000 | Leased | Manufacturing | ||||||
| Atlanta, Georgia |
39,105 | Leased | Engineering & Development Center |
||||||
| Atlanta, Georgia |
21,205 | Leased | Corporate Office |
||||||
| McDonough, Georgia |
4,000 | Leased | Manufacturing | ü | |||||
| Greensboro, North Carolina |
30,000 | Leased | Manufacturing | ||||||
| Louisville, Kentucky |
4,000 | Owned | Held for Sale | ||||||
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| Location of Facilities |
Size in Square Feet |
Owned or Leased |
Principal Use |
On-Site | |||||
| South |
|||||||||
| Demopolis, Alabama |
44,000 | Owned | Warehouse | ||||||
| Demopolis, Alabama |
98,000 | Owned | Manufacturing | ||||||
| West Memphis, Arkansas |
67,000 | Leased | Manufacturing | ||||||
| Kentwood, Louisiana |
10,000 | Leased | Manufacturing | ü | |||||
| Memphis, Tennessee |
42,000 | Leased | Manufacturing | ||||||
| Dallas, Texas (2 facilities) |
31,000 | Leased | Manufacturing | ü | |||||
| Fort Worth, Texas |
8,000 | Leased | Manufacturing | ü | |||||
| Houston, Texas |
80,000 | Leased | Manufacturing | ||||||
| Houston, Texas |
122,800 | Leased | Warehouse | ||||||
| Katy, Texas |
10,000 | Leased | Manufacturing | ü | |||||
| Sherman, Texas |
101,000 | Leased | Manufacturing | ||||||
| Mid-West |
|||||||||
| DuPage, Illinois |
104,000 | Leased | Manufacturing | ||||||
| DuPage, Illinois |
38,900 | Leased | Warehouse | ||||||
| Elk Grove, Illinois |
181,400 | Leased | Manufacturing | ||||||
| Elk Grove, Illinois |
26,890 | Leased | Sales & Marketing Office |
||||||
| Harvard, Illinois |
126,300 | Leased | Manufacturing | ||||||
| Hutchinson, Kansas |
2,000 | Leased | Manufacturing | ü | |||||
| Kansas City, Kansas |
85,000 | Leased | Manufacturing | ü | |||||
| Lenexa, Kansas |
173,000 | Leased | Manufacturing | ||||||
| Omaha, Nebraska |
11,500 | Leased | Accounting Center |
||||||
| Columbus, Ohio |
8,600 | Leased | Manufacturing | ü | |||||
| Springdale, Ohio |
130,000 | Leased | Manufacturing | ||||||
| West |
|||||||||
| Phoenix, Arizona |
59,760 | Leased | Warehouse | ||||||
| Phoenix, Arizona |
44,000 | Owned | Manufacturing | ||||||
| Anaheim, California |
161,000 | Leased | Manufacturing | ||||||
| City of Industry (Railroad), California |
22,000 | Leased | Manufacturing | ü | |||||
| City of Industry (Samuelson), California |
135,100 | Leased | Manufacturing | ||||||
| Ontario, California |
40,000 | Leased | Manufacturing | ü | |||||
| Riverside, California |
17,000 | Leased | Manufacturing | ü | |||||
| Santa Ana, California |
103,000 | Owned | Manufacturing | ||||||
| Tracy, California |
160,000 | Owned | Manufacturing | ||||||
| Union City, California |
15,000 | Leased | Manufacturing | ü | |||||
| Tukwila, Washington |
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